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Tech Mahindra Ltd.

BSE: 532755 Sector: IT
NSE: TECHM ISIN Code: INE669C01036
BSE 00:00 | 20 May 1131.60 23.50
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1147.75

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1114.20

NSE 00:00 | 20 May 1130.90
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1128.00

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1134.80

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OPEN 1147.75
PREVIOUS CLOSE 1108.10
VOLUME 52273
52-Week high 1837.75
52-Week low 965.20
P/E 22.39
Mkt Cap.(Rs cr) 109,996
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1147.75
CLOSE 1108.10
VOLUME 52273
52-Week high 1837.75
52-Week low 965.20
P/E 22.39
Mkt Cap.(Rs cr) 109,996
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tech Mahindra Ltd. (TECHM) - Auditors Report

Company auditors report

To the Members of Tech Mahindra Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the standalone financial statements of Tech MahindraLimited ("the Company") which comprise the standalone balance sheet as at 31March 2021 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of the significant accounting policies and other explanatory information(hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2021and profit and other comprehensive income changes in equity and its cash flows for theyear ended on that date.

BASIS FOR OpINION

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion on the Standalonefinancial statements.

emphasis of matter

We draw attention to note 39(B) of the standalone financial statementswhich describes in detail certain matters relating to erstwhile Satyam Computer ServicesLimited ("erstwhile Satyam") amalgamated with the Company with effect from 1April 2011. The Company's management on the basis of current legal status andexternal legal opinion has concluded that claims made by 37 companies in the City CivilCourt for alleged advances amounting to Rs 12304 million to erstwhile Satyam andpresented separately under ‘Suspense account (net)' will not sustain on ultimateresolution by the Court as explained in the aforesaid note.

Our opinion is not modified in respect of this matter.

KEY AuDIT MATTERS

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

description of key audit matter

Key audit matter How our audit addressed the key audit matter
Revenue recognition on fixed price development contracts Our audit procedures included:
The Company engages in fixed price development contracts including contracts with multiple performance obligations. Revenue recognition in such contracts involves judgments relating to identification of distinct performance obligations determination of transaction price for such performance obligations and the appropriateness of the basis used to measure revenue recognised over a period. • Obtained an understanding of the systems processes and controls for evaluation of fixed price development contracts to identify distinct performance obligations and recognition of revenue.
• Evaluated the design and operating effectiveness of internal controls including IT controls relating to recording of the contract value determining the transaction price allocation of consideration to performance obligations measurement of efforts incurred and process around estimation of efforts required to complete the performance obligations and the most appropriate method to recognise revenue.
In case of fixed price development contracts where performance obligations are satisfied over a period of time revenue is recognised using the percentage of completion method based on management's estimate of contract efforts. • On a selected sample of contracts we tested that the revenue recognised is in accordance with the revenue recognition accounting standard. We - evaluated the identification of performance obligations;
The estimation of total efforts or costs involves significant judgement and is assessed throughout the period of the contract to reflect any changes based on the latest available information. - considered the terms of the contracts to determine the transaction price including adjustments for any sums payable to the customer; - determined if the Company's evaluation of the method used for recognition of revenue is appropriate;
Revenue contracts involve recognition of contract assets as per the contractual terms which is significant as at the balance sheet date. - tested the Company's calculation of efforts incurred estimation of contract efforts including estimation of onerous obligation through a retrospective review of efforts incurred with estimated efforts;
(Refer note 2.3 (i) 2.9 and 48 to the standalone financial statements). - assessed appropriateness of contract assets on balance sheet date by evaluating underlying documentation.
• Reviewed and evaluated aged contract assets to assess possible delays in achieving milestones which may require a change in estimated efforts to complete the remaining performance obligations.
• Performed analytical procedures over revenue and receivables.
Evaluation of tax positions and litigations Our audit procedures included:
The Company operates in multiple global jurisdictions which require it to estimate its income tax liabilities according to the tax laws of the respective tax jurisdiction. Further there are matters of interpretation in terms of application of tax laws and rules to determine current tax provisions and deferred taxes. • Obtained an understanding of the key tax matters including management's assessment of uncertain tax positions and possible outcomes. We also considered legal opinions and consultations made by the Company for key uncertain tax positions.
The Company's tax positions are challenged by the tax authorities on a range of tax matters including corporate tax and transfer pricing. The Company has uncertain tax positions including erstwhile Satyam tax litigations. • Involved our tax experts to test the current tax provisions inspect key correspondence and considered legal precedence and other tax rulings in evaluating the management's assessment of uncertain tax positions.
This requires the management to make significant judgements to determine the possible outcome of uncertain tax positions which consequently have an impact on related accounting and disclosures in the financial statements. • Evaluated the key assumptions in estimating current tax provisions and deferred taxes.
Further the Company operates in SEZ units which are eligible for exemption under the Income Tax Act 1961. This requires management to make certain estimates to determine the quantum of exemption. • Assessed and tested the presentation and disclosures relating to taxes.
Refer note 2.3 (ii) 2.13 and 52 to the standalone financial statements.
investment impairment Our audit procedures included:
The Company has investments in subsidiaries and associates. These investments are accounted for at cost less impairment. If triggers for impairment exist on the balance sheet date the recoverable amounts of the above investments are estimated in order to determine the extent of the impairment loss if any. • Evaluation of impairment risk and assessing whether triggers exist for any investments based on consideration of external and internal factors affecting the value and performance of the investments.
Determination of triggers for impairment in value of these investments and recoverable amount involves significant estimates and judgements including the cash flow projections and sensitivity analysis of the key assumptions. Refer note 2.3 (iv) 2.8 (iii) 2.11 and 37 to the standalone financial statements. • Obtained management assessment of recoverable amount for investments where impairment risk is identified.
• Where management has used an independent valuer evaluated the independent valuer's competence capabilities and objectivity and assessing the valuation methodology used by the independent valuer to estimate the fair value of investments.
• Evaluated the reasonableness of the cash flow projections and assessed the underlying key assumptions in management's valuation models used to determine recoverable amount considering external data including assumptions of projected profits revenue growth rates terminal growth rates discount rates.
• Assessed the sensitivity of the assumptions on the impairment assessment and assessed the forecasts against the historical performance.
• Engaged independent valuation specialists to assist in the evaluation of assumptions and methodologies used by the Company in assessment of recoverable value of certain investments as appropriate.
• Assessed the appropriateness of the related disclosures in the financial statements.

OTHER INFORMATION

The Company's management and Board of Directors are responsiblefor the Other Information. The Other Information comprises the information included in theCompany's annual report but does not include the financial statements and ourauditors' report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

MANAGEMENT'S AND BOARD OF DIRECTORS' RESPONSIBILITY FOR THESTANDALONE FINANCIAL STATEMENTS

The Company's Management and Board of Directors are responsiblefor the matters stated in section 134(5) of the Act with respect to the preparation ofthese standalone financial statements that give a true and fair view of the state ofaffairs profit/loss and other comprehensive income changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue asa going concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing theCompany's financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONEFINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures in the standalone financialstatements made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the standalone financial statementsor if such disclosures are inadequate to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. Howeverfuture events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors' report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors' Report) Order 2016("the Order") issued by the Central Government in terms of section 143 (11) ofthe Act we give in the ‘Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

(A) As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on 31 March 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2021 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in theAuditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31March 2021 on its financial position in its standalone financial statements - Refer Note32 to the standalone financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts- Refer Note 25 to the standalone financialstatements; and

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

(C) With respect to the matter to be included in the Auditors'Report under section 197(16):

In our opinion and according to the information and explanations givento us the remuneration paid by the company to its directors during the current year is inaccordance with the provisions of section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under section 197(16) whichare required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Jamil Khatri
Partner
Place: Mumbai Membership No. 102527
Date: 26 April 2021 UDIN: 21102527AAAAAL7747

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT ON THE STANDALONEFINANCIAL

STATEMENTS OF TECH MAHINDRA LIMITED FOR THE YEAR ENDED 31 MARCH 2021

With reference to the Annexure referred to in paragraph 1 in"Report on Other Legal and Regulatory Requirements" of the IndependentAuditors' Report to the Members of the Company on the standalone financial statementsfor the year ended 31 March 2021 we report that:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of itsfixed assets by which its fixed assets are verified in a phased manner over a period ofthree years. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. In accordance withthis program certain fixed assets were verified during the year and no materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company title deeds of immovableproperties/lease agreements in respect of immovable properties taken on lease are held inthe name of the Company except for the following:

particulars of immoveable property Gross Block at 31 March 2021 (' Million) Net Block at 31 March 2021 (' Million) Remarks
Freehold land located at Bahadurpally Survey No. 62/1A Qutubullapur Mandal Bahadurpally Village District- Ranga Reddy Hyderabad - 500043 measuring 581711 square meters 190 190 As per the information and explanations provided to us after payment of the stamp duty to the Registrar of the State of Andhra Pradesh the state split into Andhra Pradesh and Telangana due to which the jurisdiction of the registration office has changed. The final demand has not crystallized and the Andhra Pradesh High Court Order is not adjudicated.
Leasehold land located at Survey no. 1(P) 3(P) 8(P) 40(P) 7l(P) 109 152(P) MIHAN SEZ Area Nagpur - 441108 admeasuring 518241 square meters 470 421 As per the information given to us the Company has not yet received the adjudication certificate. Mutation proceedings will be initiated after the adjudication certificate is received from the authority.
Leasehold land located at Plot No. S - 1 Maitree Vihar Road Chandrasekharpur Bhubaneswar-751023 admeasuring 55600 square meters 5 3 As per the information given to us the General Administration Department of Government of Odisha has not yet issued the letter communicating the transfer fees to be paid by the Company. On such payment the property will be registered in the revenue records.

(ii) The Company is a service company primarily engaged in providinginformation technology and related services. Accordingly it does not hold any physicalinventories. Thus paragraph 3 (ii) of the Order is not applicable.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under section189 of the Act. Accordingly paragraph 3 (iii) (a) (b) and (c) of the Order are notapplicable to the Company.

(iv) In our opinion and according to the information and explanationsgiven to us based on a legal opinion obtained by management the Company has compliedwith the provisions of Section 185 and 186 of the Act in respect of loans investmentsguarantees and securities as applicable.

(v) As per the information and explanations given to us the Companyhas not accepted any deposits from the public in accordance with the provisions ofsections 73 to 76 of the Act and the rules made thereunder. Accordingly the provisions ofparagraph 3(v) of the Order are not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of costrecords under section 148 of the Act for any of the services rendered by the Company.Accordingly the provisions of paragraph 3(vi) of the Order is not applicable.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including Provident FundEmployees' State Insurance Income Tax Goods and Services Tax duty of Customs Cessand other material statutory dues have generally been regularly deposited during the yearby the Company with the appropriate authorities.

According to the information and explanations given to us noundisputed amounts payable in respect of Provident Fund Employees' State InsuranceIncome Tax Goods and Services Tax duty of Customs Cess and other material statutorydues were in arrears as at 31 March 2021 for a period of more than six months from thedate they became payable.

(b) According to the information and explanations given to us thereare no dues of Income Tax Service Tax Sales Tax Value Added Tax Duty of Customs andGoods and Services Tax which have not been deposited by the Company on account of anydisputes except for the following:

Name of the Statute Nature of Dues Gross amount ' million * Amount paid under protest ' million Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax 40 - 2004-2005 Supreme Court
Income Tax Act 1961 Income Tax 5970 - 2002-2003 to 2007-2008 High Court **
Income Tax Act 1961 Income Tax 2982 - 2003-2004 to 2011-2012 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 61 - 2005-2006 to 2014-2015 Commissioner of Income Tax (Appeals)
Finance Act 1994 Service Tax 12977 224 2008-2009 to 2013-2014 Supreme Court
Finance Act 1994 Service Tax 3897 206 2004-2005 to 2014-2015 Customs Excise & Service Tax Appellate Tribunal
Finance Act 1994 Service Tax 1057 - 2012-2013 Commissioner CGST
Finance Act 1994 Service Tax 4 - 2019 High Court
Andhra Pradesh VAT Act 2005/ Central Sales Tax Act 1956 Value Added Tax/ Sales Tax 232 83 2008-2009 to 2010-2011 High Court
Maharashtra Value Added Tax Act 2002 Value Added Tax 30 - 2008-2009 to 2013-2014 Joint Commissioner of Sales Tax (Appeals)
Central Sales Tax Act 1956 Central Sales Tax (Uttar Pradesh) 4 4 2008-2009 Additional Commissioner of Commercial Tax (Appeals)
Central Sales Tax Act 1956 Central Sales Tax (Gujarat) 12 7 2006-2007 to 2008-2009 Deputy Commissioner of Commercial Tax (Appeals)
Andhra Pradesh Value Added Tax Act 2005 Value Added Tax 1 1 2007-2008 2009- 2010 to 2010-2011 Sales Tax Appellate Tribunal
Goods and Service tax 2017 Goods and service tax 8 January 2018 - March 2018 Joint Commissioner of Appeal-Pune States
Washington Division of Taxation Business and Occupation tax 80 2012-2017 Washington Business and Occupation Division of Taxation
Ghana - Internal Revenue Act 2000 and Income Tax Act 2015 Income Tax / Withholding Tax 184 95 April 2013 to March 2015 Commissioner General
Tax Code - Gabon VAT and Income-tax 37 - Jan 2013 to Dec 2015 Director General of Taxation
Tanzania Revenue Authority VAT / Income tax / Withholding tax 2 2015 and 2017 Regional Manager of Tanzania Revenue Authority
Saudi Arabia - General Authority Withholding tax 78 8 2007-2009 Manager at General Authority of Zakat and Tax
Uganda tax VAT and Withholding tax 112 - 2013 - 2018 Uganda Revenue Authority

* Income tax demands are after set-off of advance taxes and carryforward losses.

** The above excludes Income-tax Draft Notices of Demand amounting toRs 7952 Million and Rs 9637 Million for financial years 2001-2002 and 2006-2007respectively issued by the Additional Commissioner of Income-tax under section 143(3)read with section 147 of the Income-tax Act 1961 against which the Company has filed itsobjections with the Dispute Resolution Panel which is pending disposal.

(viii) In our opinion and according to the information and explanationsgiven to us the Company did not have any outstanding dues to any bank government orfinancial institutions or any debenture holders during the year.

(ix) In our opinion and according to the information and explanationsgiven to us the Company has not raised any money by way of initial public offer orfurther public offer (including debt instruments) or term loans during the year.Accordingly paragraph 3(ix) of the Order is not applicable to the Company.

(x) To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company or no material fraud on the Company byits officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanationgiven to us and based on our examination of the records of the Company the Company haspaid/ provided managerial remuneration in accordance with requisite approvals mandated bythe provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly paragraph 3(xii) of theOrder is not applicable to the Company.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company all transactions with relatedparties are in compliance with sections 177 and 188 of the Act where applicable and thedetails of such transactions have been disclosed in the standalone financial statements asrequired by the applicable accounting standards.

(xiv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partially convertibledebentures during the year. Accordingly Standalone paragraph 3(xiv) of the Order is notapplicable to the Company.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intoany non-cash transactions with directors or persons connected with them during the year.Accordingly paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanationsgiven to us the Company is not required to be registered under section 45-IA of theReserve Bank of India 1934.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Jamil Khatri
Partner
Place: Mumbai Membership No. 102527
Date: 26 April 2021 UDIN: 21102527AAAAAL7747

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT ON THE STANDALONEFINANCIAL STATEMENTS OF TECH MAHINDRA LIMITED FOR THE YEAR ENDED 31 MARCH 2021

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEAFORESAID STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143OF THE COMPANIES ACT 2013

(Referred to in paragraph 1(A)(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

opinion

We have audited the internal financial controls with reference tostandalone financial statements of Tech Mahindra Limited as of 31 March 2021 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to standalone financial statements and suchinternal financial controls were operating effectively as at 31 March 2021 based on theinternal financial controls with reference to financial statements criteria established bythe Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India (the "Guidance Note").

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to standalone financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as "the Act").

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to standalone financial statements based on ouraudit. We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under section 143(10) of the Act to the extent applicable to anaudit of internal financial controls with reference to standalone financial statements.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone financial statements included obtaining an understanding ofsuch internal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgementincluding the assessment of the risks of material misstatement of the standalone financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONEFINANCIAL STATEMENTS

A company's internal financial controls with reference tostandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of standalonefinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial controls with reference tostandalone financial statements include those policies and procedures that (1) pertain tothe maintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on theStandalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls withreference to standalone financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Jamil Khatri
Partner
Place: Mumbai Membership No. 102527
Date: 26 April 2021 UDIN: 21102527AAAAAL7747

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